Stock-based compensation awards have historically been issued under the Company's Amended and Restated Omnibus Stock and Performance Compensation Plan (the "Prior Plan"), which was amended and last approved by shareholders in 2013. The Company issued shares out of treasury stock for these awards until the expiration of the Prior Plan on April 17, 2023. During the nine months ended September 30, 2023, 35,035 restricted shares and 48,262 performance-based restricted shares were granted under the Prior Plan.

On February 16, 2023, the Board of Directors adopted the 2023 Omnibus Stock and Performance Compensation Plan (the "2023 Omnibus Plan") to replace the Prior Plan, subject to shareholder approval which occurred on April 18, 2023. Subsequent to this date, the Company will issue stock-based compensation awards under the 2023 Omnibus Plan. During the nine months ended September 30, 2023, 21,372 restricted shares and 3,191 performance-based restricted shares were granted under the 2023 Omnibus Plan.

Stock-based compensation expense for the three months ended September 30, 2023 and 2022 was $938,000 and $1.3 million, respectively, and $3.8 million and $4.5 million for the nine months ended September 30, 2023 and 2022, respectively.

Restricted shares granted to Company employees are amortized to expense over a three-year cliff vesting period, or until vesting occurs upon retirement. Restricted shares granted to members of the Board of Directors are amortized to expense over a one-year service period, with the exception of those shares granted in lieu of cash payments for retainer fees which are expensed in the period earned.

As of September 30, 2023, the total unrecognized compensation expense related to non-vested restricted shares was $2.0 million, and the related weighted-average period over which it is expected to be recognized is approximately 0.51 years.

Following is a summary of the activity of the Company's restricted stock for the nine months ended September 30, 2023, with total shares and weighted-average fair value:


	Nine Months Ended September 30, 2023
	Shares	Fair Value
Balance at December 31, 2022	205,565	$	42.64
Granted	56,407	44.59
Vested	(21,691)	53.16
Forfeitures	(398)	40.15
Balance at September 30, 2023	239,883	$	42.17

The Company has granted three-year performance-based restricted stock (“PBRS”) awards which are contingent upon the Company’s achievement of pre-established financial goals over a three-year cliff vest period. The number of shares issued ranges from 0% to 150% of the target opportunity based on the actual achievement of financial goals for the three-year performance period.

Following is a summary of the activity of the PBRS for the nine months ended September 30, 2023, based on 100% of target value:


	Nine Months Ended September 30, 2023
	Shares	Fair Value
Balance at December 31, 2022	138,785	$	43.19
Granted	51,453	48.19
Vested	(30,567)	54.02
Forfeitures	(598)	40.15
Balance at September 30, 2023	159,073	$	42.74

The PBRS that vested during the nine months ended September 30, 2023 were based on the Company's achievement of 86.7% of target financial goals, resulting in the issuance of 26,499 shares of common stock. The outstanding PBRS at September 30, 2023 will vest at scheduled vesting dates and the actual number of shares of common stock issued will range from 0% to 150% of the target opportunity based on the actual achievement of financial goals for the respective three-year performance period.

There were no SARs granted and no expense recognized during the nine months ended September 30, 2023. Following is a summary of the activity of the Company’s SARs program for the nine months ended September 30, 2023:


	Shares	Weighted- Average Exercise Price		Average Remaining Contractual Term Years	Aggregate Intrinsic Value (In thousands)
Balance at December 31, 2022	46,325	$	41.62	0.73	$	192
Exercised	(15,916)	31.92		—	—

Exercisable at September 30, 2023	30,409	$	46.70	0.33	$	—